Common use of Amendment and Restatement of Existing Notes Clause in Contracts

Amendment and Restatement of Existing Notes. The Company agrees, and subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, each Existing Noteholder, by its execution of this Agreement, hereby agrees and consents to the amendment and restatement of the Existing Notes in their entirety, and such Existing Notes shall, without any further action required on the part of any other Person, be cancelled and replaced by notes having the terms provided in Exhibit 3.1(a)(i) (the “Series A-1 Senior Notes”), Exhibit 3.1 (a)(ii) (the “Series A-2 Senior Notes”, together with the Series A-1 Senior Notes, collectively the “Series A Senior Notes”), Exhibit 3.1(b)(i) (the “Series B-1 Senior Notes”), Exhibit 3.1(b)(ii) (the “Series B-2 Senior Notes”, together with the Series B-1 Senior Notes, collectively, the “Series B Senior Notes”), Exhibit 3.1(c)(i) (the “Series C-1 Senior Notes”), Exhibit 3.1(c)(ii) (the “Series C-2 Senior Notes”), and Exhibit 3.1(c)(iii) (the “Series CMW Senior Notes”, together with the Series C-1 Senior Notes and the Series C-2 Senior Notes, collectively, the “Series C Senior Notes”) to this Agreement (in each case as to each respective Existing Noteholder, with the principal amount and the payee of each Senior Note (as defined below) and the series of such Senior Note as set forth on Schedule A), which Series A Senior Notes, Series B Senior Notes and Series C Senior Notes shall be hereinafter referred to, individually, as a “Senior Note” and, collectively, as the “Senior Notes”; and the term “Senior Notes” as used herein shall include each Senior Note delivered pursuant to any provision of this Agreement, and each Senior Note delivered in substitution or exchange for any such Senior Note pursuant to any such provision. At the Closing (as defined below), each Existing Noteholder shall deliver to the Company for cancellation the Existing Notes held by it or a lost note affidavit substantially in the form of Exhibit 3.1 hereto, and, subject to the receipt thereof, the Company will issue and deliver a Senior Note or Senior Notes in the form attached hereto as Exhibit 3.1(a)(i), Exhibit 3.1(a)(ii), Exhibit 3.1(b)(i), Exhibit 3.1(b)(ii), Exhibit 3.1(c)(i), Exhibit 3.1(c)(ii) or Exhibit 3.1(c)(iii), as applicable, in favor of such holder in replacement of such holder’s Existing Note or Existing Notes.

Amendment and Restatement of Existing Notes. The Company agrees, and subject Subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, the Existing Notes are hereby, automatically and without any further action, amended and restated in their entirety to delete the reference to “Acquisition Spike” therein and to reflect in lieu thereof “Additional Interest”. The parties hereto hereby acknowledge and agree that the amendments to the Existing Notes set forth herein could have been effected through an agreement or instrument of amendment, and for convenience, the parties hereto have agreed to restate the terms and provisions of the Existing Notes, as amended hereby, pursuant to this AgreementSection 3. At the request of any Holder, the Company shall execute and deliver a new Note or Notes in the form of the relevant Exhibit (as amended by this Amendment) to the Note Facility, in exchange for, and in replacement of, each Holder’s Existing NoteholderNote, by its execution within five Business Days of this Agreementsuch request, hereby agrees registered in the name of such Holder, in the aggregate outstanding principal amount of such Existing Note and consents dated as of the last interest payment date of such Existing Note. Any Notes issued on or after the First Amendment Effective Date shall be in the form of the relevant Exhibit to the amendment Note Facility, as amended by this Amendment. The parties hereto specifically agree and restatement confirm that the transactions effected hereby and by the Notes shall in no way evidence a new debt of the Company or a novation of the Existing Notes, but rather that all outstanding debt of the Company in respect of the Existing Notes is continued in their entirety, full force and such effect on the terms and conditions set forth in the Note Facility and the Notes (in each case as modified by this Amendment). All outstanding amounts owing by the Company in respect of the Existing Notes shall, shall continue to be owing under the Note Facility and the Notes (without any further action required on the part of any other Person, be cancelled and replaced by notes having the terms provided in Exhibit 3.1(a)(i) (the “Series A-1 Senior Notes”), Exhibit 3.1 (a)(ii) (the “Series A-2 Senior Notes”, together with the Series A-1 Senior Notes, collectively the “Series A Senior Notes”), Exhibit 3.1(b)(i) (the “Series B-1 Senior Notes”), Exhibit 3.1(b)(ii) (the “Series B-2 Senior Notes”, together with the Series B-1 Senior Notes, collectively, the “Series B Senior Notes”), Exhibit 3.1(c)(i) (the “Series C-1 Senior Notes”), Exhibit 3.1(c)(ii) (the “Series C-2 Senior Notes”), and Exhibit 3.1(c)(iii) (the “Series CMW Senior Notes”, together shall be payable in accordance with the Series C-1 Senior Notes Note Facility and the Series C-2 Senior Notes, collectively, the “Series C Senior Notes”) to this Agreement Notes (in each case as to each respective Existing Noteholder, with the principal amount and the payee of each Senior Note (as defined below) and the series of such Senior Note as set forth on Schedule Amodified by this Amendment), which Series A Senior Notes, Series B Senior Notes and Series C Senior Notes shall be hereinafter referred to, individually, as a “Senior Note” and, collectively, as the “Senior Notes”; and the term “Senior Notes” as used herein shall include each Senior Note delivered pursuant to any provision of this Agreement, and each Senior Note delivered in substitution or exchange for any such Senior Note pursuant to any such provision. At the Closing (as defined below), each Existing Noteholder shall deliver to the Company for cancellation the Existing Notes held by it or a lost note affidavit substantially in the form of Exhibit 3.1 hereto, and, subject to the receipt thereof, the Company will issue and deliver a Senior Note or Senior Notes in the form attached hereto as Exhibit 3.1(a)(i), Exhibit 3.1(a)(ii), Exhibit 3.1(b)(i), Exhibit 3.1(b)(ii), Exhibit 3.1(c)(i), Exhibit 3.1(c)(ii) or Exhibit 3.1(c)(iii), as applicable, in favor of such holder in replacement of such holder’s Existing Note or Existing Notes.

Amendment and Restatement of Existing Notes. The Company agrees, and subject Subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, the Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes (collectively, the “Existing Notes”) are hereby, automatically and without any further action, amended and restated in their entirety to delete the reference to “Acquisition Spike” therein and to reflect in lieu thereof “Additional Interest”. The parties hereto hereby acknowledge and agree that the amendments to the Existing Notes set forth herein could have been effected through an agreement or instrument of amendment, and for convenience, the parties hereto have agreed to restate the terms and provisions of the Existing Notes, as amended hereby, pursuant to this AgreementSection 3. At the request of any Holder, the Company shall execute and deliver a new Note or Notes in the form of the relevant Exhibit (as amended by this Amendment) to the Note Facility, in exchange for, and in replacement of, each Holder’s Existing NoteholderNote, by its execution within five Business Days of this Agreementsuch request, hereby agrees registered in the name of such Holder, in the aggregate outstanding principal amount of such Existing Note and consents dated as of the last interest payment date of such Existing Note. Any Notes issued on or after the First Amendment Effective Date shall be in the form of the relevant Exhibit to the amendment Note Facility, as amended by this Amendment. The parties hereto specifically agree and restatement confirm that the transactions effected hereby and by the Existing Notes shall in no way evidence a new debt of the Company or a novation of the Existing Notes, but rather that all outstanding debt of the Company in respect of the Existing Notes is continued in their entirety, full force and such effect on the terms and conditions set forth in the Note Facility and the Existing Notes shall, (in each case as modified by this Amendment). All outstanding amounts owing by the Company in respect of the Existing Notes shall continue to be owing under the Note Facility and the Existing Notes (without any further action required on the part of any other Person, be cancelled and replaced by notes having the terms provided in Exhibit 3.1(a)(i) (the “Series A-1 Senior Notes”), Exhibit 3.1 (a)(ii) (the “Series A-2 Senior Notes”, together with the Series A-1 Senior Notes, collectively the “Series A Senior Notes”), Exhibit 3.1(b)(i) (the “Series B-1 Senior Notes”), Exhibit 3.1(b)(ii) (the “Series B-2 Senior Notes”, together with the Series B-1 Senior Notes, collectively, the “Series B Senior Notes”), Exhibit 3.1(c)(i) (the “Series C-1 Senior Notes”), Exhibit 3.1(c)(ii) (the “Series C-2 Senior Notes”), and Exhibit 3.1(c)(iii) (the “Series CMW Senior Notes”, together shall be payable in accordance with the Series C-1 Senior Notes Note Facility and the Series C-2 Senior Notes, collectively, the “Series C Senior Notes”) to this Agreement Existing Notes (in each case as to each respective Existing Noteholder, with the principal amount and the payee of each Senior Note (as defined below) and the series of such Senior Note as set forth on Schedule Amodified by this Amendment), which Series A Senior Notes, Series B Senior Notes and Series C Senior Notes shall be hereinafter referred to, individually, as a “Senior Note” and, collectively, as the “Senior Notes”; and the term “Senior Notes” as used herein shall include each Senior Note delivered pursuant to any provision of this Agreement, and each Senior Note delivered in substitution or exchange for any such Senior Note pursuant to any such provision. At the Closing (as defined below), each Existing Noteholder shall deliver to the Company for cancellation the Existing Notes held by it or a lost note affidavit substantially in the form of Exhibit 3.1 hereto, and, subject to the receipt thereof, the Company will issue and deliver a Senior Note or Senior Notes in the form attached hereto as Exhibit 3.1(a)(i), Exhibit 3.1(a)(ii), Exhibit 3.1(b)(i), Exhibit 3.1(b)(ii), Exhibit 3.1(c)(i), Exhibit 3.1(c)(ii) or Exhibit 3.1(c)(iii), as applicable, in favor of such holder in replacement of such holder’s Existing Note or Existing Notes.

Amendment and Restatement of Existing Notes. The Company agrees, and subject Subject to the satisfaction terms and conditions set forth herein, effective as of the conditions precedent set forth Fifth Amendment Effective Date: (i) (A) the applicable rate of interest stated in Section 5 clauses (a) and (b)(i) of this Agreement, the first paragraph of each Existing Noteholder, by its execution of this Agreement, hereby agrees and consents to the amendment and restatement of the Existing Notes shall be increased by an amount equal to 2.50% per annum (the “Coupon Bump”) from 5.03% per annum to 7.53% per annum, (B) all references to the existing coupon rate applicable to the Existing Notes in their entiretythe Existing Note Purchase Agreement and the Existing Notes shall be increased by an amount equal to the Coupon Bump and (C) the Default Rate applicable to the Notes shall be the greater of (x) 2.0% over the rate of interest publicly announced by Bank of America, N.A. in New York, New York as its “base” or “prime” rate or (y) 9.53% per annum. The Coupon Bump shall not be taken into account for purposes of any calculation of the Make-Whole Amount or the Modified Make-Whole Amount under the Note Purchase Agreement and the Make-Whole Amount and the Modified Make-Whole Amount shall be determined based on the original coupon rate applicable to the Existing Notes of 4.53% per annum. (ii) each Existing Note shall be, automatically and without any further action, amended and restated in its entirety to conform to the form of Note attached as Annex II attached hereto, except that the registration number, original principal amount and payee set forth in each such Existing Note shall remain the same, and the date of issuance shall be changed to the Fifth Amendment Effective Date. At the request of any holder of the Notes, the Company shall, within five Business Days of such request, execute and deliver a new Note or Notes in the form of Annex II hereto in exchange for, and in replacement of, the return of the original of its Existing Note (or, as applicable, in exchange for a customary form of lost note affidavit in respect thereof), registered in the name of such holder, in the aggregate principal amount of the Existing Note owing to such holder on the Fifth Amendment Effective Date and dated as of the Fifth Amendment Effective Date. All references to the Senior Notes due July 30, 2025 in the Note Purchase Agreement shall be deemed to refer to the Amended and Restated Senior Notes due July 30, 2025 in the form attached as Annex II hereto. The parties hereto specifically agree and confirm that the transactions effected hereby and by the Notes shall in no way evidence a new debt of the Company or a novation of the Existing Notes, but rather that all indebtedness of the Company evidenced by the Existing Notes shallis continued in full force and effect on the terms and conditions set forth in the Note Purchase Agreement and the Notes, in each case as modified by this Amendment. All amounts owing by the Company in respect of the Existing Notes (including, without limitation, all accrued and unpaid interest on the Existing Notes to but excluding the Fifth Amendment Effective Date) shall continue to be owing under, and shall after the Fifth Amendment Effective Date be evidenced by, the Note Purchase Agreement and the Notes (without any further action required on the part of any other Person, be cancelled and replaced by notes having the terms provided in Exhibit 3.1(a)(i) (the “Series A-1 Senior Notes”), Exhibit 3.1 (a)(ii) (the “Series A-2 Senior Notes”, together with the Series A-1 Senior Notes, collectively the “Series A Senior Notes”), Exhibit 3.1(b)(i) (the “Series B-1 Senior Notes”), Exhibit 3.1(b)(ii) (the “Series B-2 Senior Notes”, together with the Series B-1 Senior Notes, collectively, the “Series B Senior Notes”), Exhibit 3.1(c)(i) (the “Series C-1 Senior Notes”), Exhibit 3.1(c)(ii) (the “Series C-2 Senior Notes”), and Exhibit 3.1(c)(iii) (the “Series CMW Senior Notes”, together shall be payable in accordance with the Series C-1 Senior Notes Note Purchase Agreement and the Series C-2 Senior Notes, collectively, the “Series C Senior Notes”) to this Agreement Notes (in each case as to each respective Existing Noteholder, with the principal amount and the payee of each Senior Note (as defined below) and the series of such Senior Note as set forth on Schedule Amodified by this Amendment), which Series A Senior Notes, Series B Senior Notes and Series C Senior Notes shall be hereinafter referred to, individually, as a “Senior Note” and, collectively, as the “Senior Notes”; and the term “Senior Notes” as used herein shall include each Senior Note delivered pursuant to any provision of this Agreement, and each Senior Note delivered in substitution or exchange for any such Senior Note pursuant to any such provision. At the Closing (as defined below), each Existing Noteholder shall deliver to the Company for cancellation the Existing Notes held by it or a lost note affidavit substantially in the form of Exhibit 3.1 hereto, and, subject to the receipt thereof, the Company will issue and deliver a Senior Note or Senior Notes in the form attached hereto as Exhibit 3.1(a)(i), Exhibit 3.1(a)(ii), Exhibit 3.1(b)(i), Exhibit 3.1(b)(ii), Exhibit 3.1(c)(i), Exhibit 3.1(c)(ii) or Exhibit 3.1(c)(iii), as applicable, in favor of such holder in replacement of such holder’s Existing Note or Existing Notes.

Amendment and Restatement of Existing Notes. (a) The Company hereby agrees, and subject to the satisfaction of the conditions precedent set forth in Section 5 of this AgreementAmendment, each holder of the Existing Noteholder2017 Notes, by its execution of this Agreement, hereby agrees and consents to the amendment and restatement in their entirety of the Existing 2017 Notes, effective as of the First Amendment Effective Date, on the terms set forth in this Section 3(a). Each Existing 2017 Note is hereby and shall be deemed to be, automatically and without any further action, amended and restated in its entirety in the form of Exhibit 3(a) hereto (as so amended and restated, and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Amended and Restated 2017 Notes”, such term to include any such notes issued in substitution, replacement or exchange therefore pursuant to Section 13 of the Note Facility), except that the payee, date, registration number and principal amount number set forth in each Existing 2017 Note shall remain the same; provided, however, at the request of any holder of an Existing 2017 Note, the Company shall execute and deliver a new Amended and Restated 2017 Note in the form of such Exhibit 3(a) in exchange for its Existing 2017 Note, registered in the name of such holder, in the aggregate principal amount of the Amended and Restated 2017 Note owing to such holder on the date hereof and dated the date of the last interest payment made to such holder in respect of its Existing 2017 Note. (b) The Company hereby agrees, and subject to the satisfaction of the conditions precedent set forth in Section 5 of this Amendment, each holder of the Existing 2018 Notes, by its execution of this Agreement, hereby agrees and consents to the amendment and restatement in their entirety of the Existing 2018 Notes, effective as of the First Amendment Effective Date, on the terms set forth in this Section 3(b). Each Existing 2018 Note is hereby and shall be deemed to be, automatically and without any further action, amended and restated in its entirety in the form of Exhibit 3(b) hereto (as so amended and restated, and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Amended and Restated 2018 Notes”, such term to include any such notes issued in substitution, replacement or exchange therefore pursuant to Section 13 of the Note Facility; the Amended and Restated 2018 Notes, together with the Amended and Restated 2017 Notes, collectively, the “Amended and Restated Notes”), except that the payee, date, registration number and principal amount set forth in each Existing 2018 Note shall remain the same; provided, however, at the request of any holder of an Existing 2018 Note, the Company shall execute and deliver a new Amended and Restated 2018 Note in the form of such Exhibit 3(b) in exchange for its Existing 2018 Note, registered in the name of such holder, in the aggregate principal amount of the Amended and Restated 2018 Note owing to such holder on the date hereof and dated the date of the last interest payment made to such holder in respect of its Existing 2018 Note. (c) The parties hereto hereby acknowledge and agree that the amendments to the Existing Notes set forth herein could have been effected through an agreement or instrument of amendment, and for convenience, the parties hereto have agreed to restate the terms and provisions of the Existing Notes pursuant to this Section 3. The parties hereto specifically agree and confirm that the transactions effected hereby and by the Amended and Restated Notes shall in their entiretyno way evidence a new debt of the Company or a novation of the Existing Notes, and such but rather that all outstanding debt of the Company in respect of the Existing Notes shall, is continued in full force and effect on the terms and conditions set forth in the Note Facility (as modified by this Amendment) and the Amended and Restated Notes. All outstanding amounts owing by the Company in respect of the Existing Notes shall continue to be owing under the Note Facility and the Amended and Restated Notes (without any further action required on the part of any other Person, be cancelled and replaced by notes having the terms provided in Exhibit 3.1(a)(i) (the “Series A-1 Senior Notes”), Exhibit 3.1 (a)(ii) (the “Series A-2 Senior Notes”, together with the Series A-1 Senior Notes, collectively the “Series A Senior Notes”), Exhibit 3.1(b)(i) (the “Series B-1 Senior Notes”), Exhibit 3.1(b)(ii) (the “Series B-2 Senior Notes”, together with the Series B-1 Senior Notes, collectively, the “Series B Senior Notes”), Exhibit 3.1(c)(i) (the “Series C-1 Senior Notes”), Exhibit 3.1(c)(ii) (the “Series C-2 Senior Notes”), and Exhibit 3.1(c)(iii) (the “Series CMW Senior Notes”, together shall be payable in accordance with the Series C-1 Senior Notes and the Series C-2 Senior Notes, collectively, the “Series C Senior Notes”) to this Agreement (in each case as to each respective Existing Noteholder, with the principal amount and the payee of each Senior Note Facility (as defined belowmodified by this Amendment) and the series of such Senior Note as set forth on Schedule A), which Series A Senior Notes, Series B Senior Notes Amended and Series C Senior Notes shall be hereinafter referred to, individually, as a “Senior Note” and, collectively, as the “Senior Notes”; and the term “Senior Notes” as used herein shall include each Senior Note delivered pursuant to any provision of this Agreement, and each Senior Note delivered in substitution or exchange for any such Senior Note pursuant to any such provision. At the Closing (as defined below), each Existing Noteholder shall deliver to the Company for cancellation the Existing Notes held by it or a lost note affidavit substantially in the form of Exhibit 3.1 hereto, and, subject to the receipt thereof, the Company will issue and deliver a Senior Note or Senior Notes in the form attached hereto as Exhibit 3.1(a)(i), Exhibit 3.1(a)(ii), Exhibit 3.1(b)(i), Exhibit 3.1(b)(ii), Exhibit 3.1(c)(i), Exhibit 3.1(c)(ii) or Exhibit 3.1(c)(iii), as applicable, in favor of such holder in replacement of such holder’s Existing Note or Existing Restated Notes.

Amendment and Restatement of Existing Notes. The Company agrees, and subject Subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, the Existing Notes are hereby, automatically and without any further action, amended and restated in their entirety to delete the reference to “Additional Interest” therein and to reflect in lieu thereof “Acquisition Spike”. The parties hereto hereby acknowledge and agree that the amendments to the Existing Notes set forth herein could have been effected through an agreement or instrument of amendment, and for convenience, the parties hereto have agreed to restate the terms and provisions of the Existing Notes, as amended hereby, pursuant to this AgreementSection 3. At the request of any Holder, the Company shall execute and deliver a new Note or Notes in the form of the relevant Exhibit (as amended by this Amendment) to the Note Facility, in exchange for, and in replacement of, each Holder’s Existing NoteholderNote, by its execution within five Business Days of this Agreementsuch request, hereby agrees registered in the name of such Holder, in the aggregate outstanding principal amount of such Existing Note and consents dated as of the last interest payment date of such Existing Note. Any Notes issued on or after the Second Amendment Effective Date shall be in the form of the relevant Exhibit to the amendment Note Facility, as amended by this Amendment. The parties hereto specifically agree and restatement confirm that the transactions effected hereby and by the Notes shall in no way evidence a new debt of the Company or a novation of the Existing Notes, but rather that all outstanding debt of the Company in respect of the Existing Notes is continued in their entirety, full force and such effect on the terms and conditions set forth in the Note Facility and the Notes (in each case as modified by this Amendment). All outstanding amounts owing by the Company in respect of the Existing Notes shall, shall continue to be owing under the Note Facility and the Notes (without any further action required on the part of any other Person, be cancelled and replaced by notes having the terms provided in Exhibit 3.1(a)(i) (the “Series A-1 Senior Notes”), Exhibit 3.1 (a)(ii) (the “Series A-2 Senior Notes”, together with the Series A-1 Senior Notes, collectively the “Series A Senior Notes”), Exhibit 3.1(b)(i) (the “Series B-1 Senior Notes”), Exhibit 3.1(b)(ii) (the “Series B-2 Senior Notes”, together with the Series B-1 Senior Notes, collectively, the “Series B Senior Notes”), Exhibit 3.1(c)(i) (the “Series C-1 Senior Notes”), Exhibit 3.1(c)(ii) (the “Series C-2 Senior Notes”), and Exhibit 3.1(c)(iii) (the “Series CMW Senior Notes”, together shall be payable in accordance with the Series C-1 Senior Notes Note Facility and the Series C-2 Senior Notes, collectively, the “Series C Senior Notes”) to this Agreement Notes (in each case as to each respective Existing Noteholder, with the principal amount and the payee of each Senior Note (as defined below) and the series of such Senior Note as set forth on Schedule Amodified by this Amendment), which Series A Senior Notes, Series B Senior Notes and Series C Senior Notes shall be hereinafter referred to, individually, as a “Senior Note” and, collectively, as the “Senior Notes”; and the term “Senior Notes” as used herein shall include each Senior Note delivered pursuant to any provision of this Agreement, and each Senior Note delivered in substitution or exchange for any such Senior Note pursuant to any such provision. At the Closing (as defined below), each Existing Noteholder shall deliver to the Company for cancellation the Existing Notes held by it or a lost note affidavit substantially in the form of Exhibit 3.1 hereto, and, subject to the receipt thereof, the Company will issue and deliver a Senior Note or Senior Notes in the form attached hereto as Exhibit 3.1(a)(i), Exhibit 3.1(a)(ii), Exhibit 3.1(b)(i), Exhibit 3.1(b)(ii), Exhibit 3.1(c)(i), Exhibit 3.1(c)(ii) or Exhibit 3.1(c)(iii), as applicable, in favor of such holder in replacement of such holder’s Existing Note or Existing Notes.

Amendment and Restatement of Existing Notes. The Company agrees, and subject Subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, the Existing Notes are hereby automatically, and without any further action, deemed amended and restated in their entirety to conform to and have the terms provided in the form of this Agreement, each Existing Noteholder, by its execution of this Agreement, hereby agrees and consents Note attached as Exhibit A to the amendment Note Purchase Agreement attached to this Agreement as Exhibit A; except that the principal amount, registration number and restatement payee set forth in each of the Existing Notes in their entiretyshall remain the same (the Existing Notes as so amended and restated, and as may be further amended, restated, supplemented or otherwise modified from time to time, including any such Existing Notes shallnotes issued in substitution therefor pursuant to paragraph 11D of the Note Purchase Agreement, without any further action required on the part of any other Person, be cancelled and replaced by notes having the terms provided in Exhibit 3.1(a)(i) (are collectively referred to herein as the “Series A-1 Senior Notes”), . Each Note issued on or after the Seventh Amendment Effective Date shall be in substantially the form of Exhibit 3.1 (a)(ii) (A to the “Series A-2 Senior Notes”, together with the Series A-1 Senior Notes, collectively the “Series A Senior Notes”), Exhibit 3.1(b)(i) (the “Series B-1 Senior Notes”), Exhibit 3.1(b)(ii) (the “Series B-2 Senior Notes”, together with the Series B-1 Senior Notes, collectively, the “Series B Senior Notes”), Exhibit 3.1(c)(i) (the “Series C-1 Senior Notes”), Exhibit 3.1(c)(ii) (the “Series C-2 Senior Notes”), and Exhibit 3.1(c)(iii) (the “Series CMW Senior Notes”, together with the Series C-1 Senior Notes and the Series C-2 Senior Notes, collectively, the “Series C Senior Notes”) Note Purchase Agreement attached to this Agreement (as Exhibit A. On the Seventh Amendment Effective Date, the Obligors shall execute and deliver a new Note or Notes in each case the form of Exhibit A to the Note Purchase Agreement attached to this Agreement as to each respective Existing Noteholder, with the principal amount and the payee of each Senior Note (as defined below) and the series of such Senior Note as set forth on Schedule A), which Series Exhibit A Senior Notes, Series B Senior Notes and Series C Senior Notes shall be hereinafter referred to, individually, as a “Senior Note” and, collectively, as the “Senior Notes”; and the term “Senior Notes” as used herein shall include each Senior Note delivered pursuant to any provision of this Agreementin exchange for, and each Senior Note delivered in substitution or exchange for any such Senior Note pursuant to any such provision. At the Closing (as defined below)replacement of, each Existing Noteholder shall deliver to the Company for cancellation the Existing Notes held by it or a lost note affidavit substantially each Noteholder, registered in the form name of Exhibit 3.1 heretosuch Noteholder, and, subject in the aggregate original principal amount of the Existing Notes owing to such Noteholder and dated as of the receipt thereofdate of the most recent payment of interest thereunder. For the avoidance of doubt, the Company will issue and deliver a Senior Note or Senior current outstanding principal amount of each of the Existing Notes in as of the form Seventh Amendment Effective Date is set forth on Annex 1 attached hereto as Exhibit 3.1(a)(i), Exhibit 3.1(a)(ii), Exhibit 3.1(b)(i), Exhibit 3.1(b)(ii), Exhibit 3.1(c)(i), Exhibit 3.1(c)(ii) or Exhibit 3.1(c)(iii), as applicable, in favor of such holder in replacement of such holder’s Existing Note or Existing Noteshereto.

Amendment and Restatement of Existing Notes. The Company agrees, and subject Subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, the Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes, in each case, as amended by the First Amendment, and the Series E Notes (collectively, the “Existing Notes”) are hereby, automatically and without any further action, amended and restated in their entirety to delete the reference to “Additional Interest” therein and to reflect in lieu thereof “Acquisition Spike”. The parties hereto hereby acknowledge and agree that the amendments to the Existing Notes set forth herein could have been effected through an agreement or instrument of amendment, and for convenience, the parties hereto have agreed to restate the terms and provisions of the Existing Notes, as amended hereby, pursuant to this AgreementSection 3. At the request of any Holder, the Company shall execute and deliver a new Note or Notes in the form of the relevant Exhibit (as amended by this Amendment) to the Note Facility, in exchange for, and in replacement of, each Holder’s Existing NoteholderNote, by its execution within five Business Days of this Agreementsuch request, hereby agrees registered in the name of such Holder, in the aggregate outstanding principal amount of such Existing Note and consents dated as of the last interest payment date of such Existing Note. Any Notes issued on or after the Second Amendment Effective Date shall be in the form of the relevant Exhibit to the amendment Note Facility, as amended by this Amendment. The parties hereto specifically agree and restatement confirm that the transactions effected hereby and by the Existing Notes shall in no way evidence a new debt of the Company or a novation of the Existing Notes, but rather that all outstanding debt of the Company in respect of the Existing Notes is continued in their entirety, full force and such effect on the terms and conditions set forth in the Note Facility and the Existing Notes shall, (in each case as modified by this Amendment). All outstanding amounts owing by the Company in respect of the Existing Notes shall continue to be owing under the Note Facility and the Existing Notes (without any further action required on the part of any other Person, be cancelled and replaced by notes having the terms provided in Exhibit 3.1(a)(i) (the “Series A-1 Senior Notes”), Exhibit 3.1 (a)(ii) (the “Series A-2 Senior Notes”, together with the Series A-1 Senior Notes, collectively the “Series A Senior Notes”), Exhibit 3.1(b)(i) (the “Series B-1 Senior Notes”), Exhibit 3.1(b)(ii) (the “Series B-2 Senior Notes”, together with the Series B-1 Senior Notes, collectively, the “Series B Senior Notes”), Exhibit 3.1(c)(i) (the “Series C-1 Senior Notes”), Exhibit 3.1(c)(ii) (the “Series C-2 Senior Notes”), and Exhibit 3.1(c)(iii) (the “Series CMW Senior Notes”, together shall be payable in accordance with the Series C-1 Senior Notes Note Facility and the Series C-2 Senior Notes, collectively, the “Series C Senior Notes”) to this Agreement Existing Notes (in each case as to each respective Existing Noteholder, with the principal amount and the payee of each Senior Note (as defined below) and the series of such Senior Note as set forth on Schedule Amodified by this Amendment), which Series A Senior Notes, Series B Senior Notes and Series C Senior Notes shall be hereinafter referred to, individually, as a “Senior Note” and, collectively, as the “Senior Notes”; and the term “Senior Notes” as used herein shall include each Senior Note delivered pursuant to any provision of this Agreement, and each Senior Note delivered in substitution or exchange for any such Senior Note pursuant to any such provision. At the Closing (as defined below), each Existing Noteholder shall deliver to the Company for cancellation the Existing Notes held by it or a lost note affidavit substantially in the form of Exhibit 3.1 hereto, and, subject to the receipt thereof, the Company will issue and deliver a Senior Note or Senior Notes in the form attached hereto as Exhibit 3.1(a)(i), Exhibit 3.1(a)(ii), Exhibit 3.1(b)(i), Exhibit 3.1(b)(ii), Exhibit 3.1(c)(i), Exhibit 3.1(c)(ii) or Exhibit 3.1(c)(iii), as applicable, in favor of such holder in replacement of such holder’s Existing Note or Existing Notes.